Mr. Icahn disclosed that as of his offer’s deadline at midnight on Tuesday, his investment firm had received only 23 percent of the company’s shares. That fell short of his requirement of 40.1 percent, which combined with his own 10 percent stake would have given him control of Commercial Metals.

Mr. Icahn announced his cash offer of $15 a share in November, but the stock remained consistently below that bid, indicating that investors did not believe he would succeed. (It came close, reaching $14.99 a share on Jan. 6.)

Commercial Metals itself had rejected the offer, deriding it as a “bargain-basement price.”

Mr. Icahn added that he would also drop a planned fight for control of the Commercial Metals board.

“Since we commenced our proxy fight and launched our tender offer, the company has made a number of promises to shareholders, which shareholders appear to believe will be beneficial to the stock,” Mr. Icahn said in a statement. “We respect the views of the shareholders and hopefully their decision not to tender will prove to be the right one.”

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The announcement is the latest takeover defeat for Mr. Icahn, who also failed to win the likes of Clorox in the last year. But unlike that effort, which Mr. Icahn admitted was an attempt to push the consumer products company into a sale, Mr. Icahn had sought to combine Commercial Metals with one of his portfolio companies, PSC Metals.